THE REFERENCE LEGISLATION
Legislative Decree 231/2001, which came into force on 4 July 2001, introduced the administrative liability of entities for offences committed in their interest or to their advantage by senior or subordinate persons. This liability is in addition to the criminal and civil liability of the person who committed the offence.
The legislator has provided for exemption from liability in the event of the adoption and effective implementation by entities of an Organisation, Management and Control Model aimed at preventing and limiting the type of offence that has occurred, and against the appointment by the Company of a body (Supervisory Board) with the task of supervising the functioning and observance of the Model.
Flow-Meter, which has always pursued its corporate objectives by seeking, maintaining and developing the best balance of its stakeholders' interests in compliance with all applicable laws and regulations, has adopted its own Organisational Model (Model 231), consisting of procedures, organisational safeguards and control rules (integrated into existing management systems).
The objective is to prevent unlawful conduct as provided for by the regulations, but also to spread a business culture based on fairness, transparency and legality.
The Model was prepared after the detection of processes/activities at potential risk of committing the offences set forth in Decree 231 (so-called Risk Assessment activities) and analysis of the existing internal control system (Gap Analysis), against which the control measures (Specific Protocols 231) were identified to mitigate the risk.
Flow-Meter's Model, updated to the '231 offence catalogue' as at March 2022, consists of a 'General Part', which illustrates the function and principles of the Model, the contents of Decree 231, the characteristics and functioning of the Supervisory Body, information flows, training and information activities, and the disciplinary system, and a 'Special Part' which contains for each category of predicate offences considered potentially applicable to the Company, an indication of the offences that may be a source of liability for the Company, an indication of the areas at risk of offences, the general rules of conduct and the specific Protocols to which the recipients of the Model (as described below) must adhere.
The Code of Ethics is an integral and essential part of the Model 231 adopted by Flow-Meter. It sets out the values in which the Company recognises itself, the principles of behaviour, the rules of conduct (rights, duties, responsibilities) adopted both internally and externally, in relations with institutions, suppliers, customers, business partners.
Model 231 and the Code of Ethics will be periodically updated to respond to continuous regulatory changes, as well as following any changes in the company organisation.
CODE OF ETHICS AND SUMMARY OF MODEL 231 ARE MADE PUBLIC AND AVAILABLE HERE:
READ CODE OF ETHICS
Addresses and scope of application
Model 231 and the Code of Ethics adopted by Flow-Meter apply to:
- to those who perform, even de facto, management, administration, direction or control functions within the Company;
- to employees of the Company;
- to consultants and to all those who, although not belonging to the Company's staff, operate under mandate or on behalf of the same.
Third party contractors (suppliers, business partners, customers, external consultants) must formally undertake to respect, during the term of the contract, the inspiring principles of the Model and the Code of Ethics adopted by Flow Meter.
The Company will apply forms of protection (termination of the contract, application of penalties) where a violation of the Model and/or the Code of Ethics by the third party is detected.
Flow-Meter sanctions all breaches and violations of Model 231, the Code of Ethics and the operating procedures/instructions referred to therein. With regard to employees, the disciplinary system is applied in compliance with Article 7 of Law no. 300 of 20 May 1970 (the so-called Workers' Statute) and with the current CCNL for the category. The various types of sanctions, according to the seriousness of the breach, are indicated in the General Section of the Model attached hereto. If the violation concerns executives, the administrative body shall initiate the procedures within its competence in order to initiate charges and, if necessary, impose the sanctions provided for by law and the applicable CCNL, together with the possible revocation of powers of attorney or proxies. If the violation concerns the directors of the Company, in the most serious cases and when the violation is such as to damage the relationship of trust with the Company, the Shareholders' Meeting may resolve to remove them from office.
Sanctions are also provided for against external collaborators and consultants. To this end, contract termination is foreseen in the event that the counterparty violates the provisions of the Model and the Code of Ethics in such a way as to entail the risk of committing offences pursuant to Legislative Decree 231/01; Flow Meter's right to claim compensation for damages that the aforementioned conduct causes to the Company remains unaffected.
Training, involvement and implementation of the Model
Great attention is paid to the effective implementation of Model 231; therefore, Flow-Meter aims to develop a specific training programme aimed at all personnel, in order to raise their awareness in relation to the prevention of offences related to 231, with the aim of ensuring active participation by all employees in the ethical and value system of the Company.
THE SUPERVISORY BOARD AND WHISTLEBLOWING PROCEDURES
In order to supervise the correct application of the Model, a Supervisory Board (SB) was appointed in monocratic form, identified in an external professional competent in the field and independent of the Company.
The Supervisory Board also acts as Guarantor of the Code of Ethics and the Model with the task of promoting the implementation, dissemination and knowledge of the Code. The Guarantor also has the task of examining reports of possible violations of the Code of Ethics, promoting the most appropriate checks.
Flow-Meter, in compliance with its own Model, the Code of Ethics and the regulations in force on the subject, protects those who, in order to safeguard the integrity of the Company, report alleged unlawful conduct, as well as possible violations of the Model and the Code of Ethics, to the Supervisory Board.
The communication channels envisaged are as follows:
- e-mail firstname.lastname@example.org,
- ordinary mail to the attention of the Supervisory Board at the Company's registered office: Viale Italia, 11/A, 24040 - Levate (BG).
The report can be forwarded by employees and/or internal or external collaborators of Flow-Meter.
The report must at least have the following content:
- indicate the identity of the person reporting the matter, unless he/she spontaneously wishes to remain anonymous;
- give a clear and complete description of the facts, based on reasonable suspicions;
- give indications of any other persons who might report the described event;
- indicate any other useful element that may give relevance to the report.
In this context, both Flow-Meter and the SB undertake to comply with EU Reg. no. 679/2016 and Legislative Decree 193/2006 on the protection and proper circulation of personal data. In view of the fact that the SB is the body in charge of collecting and independently manage the reports, the SB itself, at the time of data collection, where necessary and where possible, is obliged to provide a clear and complete information for the processing of personal data ex art. 13ss, Reg. UE n. 679/2016, also explaining their retention period.
Flow Meter S.p.A. guarantees reporters in good faith against any form of retaliation, discrimination or penalisation. The violation of the measures to protect the reporter, as well as the submission with malice or gross negligence of reports that turn out to be unfounded represent conduct that does not comply with the requirements of the Model. For this reason, such conduct is punished through the disciplinary system described above.